Clean Harbors, Inc. v. Safety-Kleen, Inc.Annotate this Case
This action involved a challenge to a decision by the board of directors of a company to call certain of its outstanding shares. The purchasers of those shares claimed that the company called the shares at a below market price in violation of the express terms of the contracts governing the shares as well as the implied covenant of good faith and fair dealing. The company moved to dismiss the purchaser's complaint for failure to state a claim. The court found that the purchaser had alleged facts that conceivably would support a conclusion that the call price was set below fair market value and that the company acted in bad faith by setting the call price at that value. Therefore, the court denied the company's motion to dismiss.